Dear Shareholders,
Your directors present herewith the 43rdAnnual Report together with the
Audited Statement of Accounts for the year ended 31st March, 2023.
1. FINANCIAL RESULTS:
(Rs. in lakhs)
Particulars |
2022-23 |
2021-22 |
| Total Revenue (including other income) |
81.10 |
85.40 |
| Total Expenditure (Excluding Finance Cost, Depreciation & Tax) |
(40.12) |
(36.10) |
| Profit/(loss) before Finance Cost, Depreciation & Tax. |
40.98 |
49.30 |
| Finance Cost |
(2.19) |
(2.70) |
| Profit/(loss) before Depreciation & Tax |
38.79 |
46.6 |
| Provision for depreciation |
(5.43) |
(5.43) |
| Profit/(loss) before Tax |
33.36 |
41.17 |
| Provision for Tax |
2.80 |
(11.85) |
| Net profit/(loss) after tax for the year |
36.16 |
29.32 |
| Add: Balance brought forward from Previous year |
36.03 |
6.71 |
| Balance carried to next year |
72.19 |
36.03 |
2. FINANCIAL ANALYSIS AND REVIEW OPERATIONS :
The Company was able to achieve Rs. 81.10 Lakhs as total income during the year as
compared to Rs. 85.40 Lakhs in previous year. During the year under review EBITDA of the
Company is decreased from Rs. 49.30 Lakhs to Rs. 40.98 Lakhs while the Company has earned
net profit after tax of Rs. 36.16 Lakhs as compared to Rs. 29.32 Lakhs during previous
year.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, the Company has not changed nature of business.
4. DIVIDEND:
The Company has decided to plough back the profits for the future development and
expansion; hence the Board of Directors has not recommended any dividend for the financial
year 2022-23.
5. SHARE CAPITAL:
During the year under review, there was no change in the Company's issued, subscribed
and paid-up equity share capital. On 31st March, 2023, it stood at Rs. 300
lakhs divided into 30 lakhs Equity Shares of Rs. 10 each.
6. ANNUAL RETURN:
The Annual Return pursuant to the provision of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 in Form No. MGT 7will be provided
upon the website of the Company at https://www.jayatmaenterprises.com/#/irelations
7. AUDITORS AND AUDITORS' REPORT: Statutory Auditor:
M/s. V. K. J. D. & Associates, Chartered Accountants, statutory auditors of the
Company has carried out the statutory Audit and submitted its report for the financial
year ended on 31st March, 2023. There is no qualification, disclaimer,
reservation or adverse remark made by the Statutory Auditors in Auditors' Report.
Secretarial Auditor:
Chintan K. Patel, Company Secretary in Practice, was reappointed as Secretarial
Auditors of the company by the Board to carry out Secretarial Audit for the Financial Year
2022-23. The Secretarial Auditors of the Company have submitted their Report in Form No.
MR-3 as required under Section 204, of the Companies Act, 2013 for the financial year
ended 31stMarch 2023. This Report is self-explanatory and requires no comments.
The Secretarial Audit Report forms part of this report as Annexure - II.
8. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.
9. REPORTON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.
10. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE
COMPANIES:
There are no companies which have become or ceased to be Company's Subsidiaries, Joint
ventures or
Associate companies.
11. CORPORATE GOVERNANCE REPORT:
The Company is exempt under Regulation 27(2) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. Hence, Annual Report 2022-23
does not contain the Corporate Governance Report. Further, as and when the company falls
under the applicability to provide Corporate Governance Report, the company will comply
with the same. Refer Annexure I.
12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has proper and adequate system of internal control in all spheres of its
activities to ensure that all its assets are safeguarded and protected against loss from
unauthorized use or disposition and that the transactions are authorized recorded and
reported diligently. The Company ensures adherence to all internal control policies and
procedures as well as compliances with all regulatory guidelines. The Audit Committee of
the Board of Directors reviews the adequacy of internal controls from time to time.
A report on the Internal Financial Control under clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 is annexed to Independent Audit Report on Financial
Statement as Annexure - B.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
14. BOARD OF DIRECTORS:
Name of director |
Category |
| Mr. Nirav K. Shah |
Chairman & Managing Director |
| Mr. Fenil R Shah |
Independent Director |
| Mr. Premal R. Joshi |
Independent Director |
| Mrs. Toshi B. Mehta |
Non-Executive Woman Director |
Ms. Pratiti Patel, Company Secretary & Compliance Officer of the company resigned
with effect from 2nd May, 2023.
Ms. Kruti Shah, has been appointed as a Company Secretary & Compliance Officer of
the Company on 1st November, 2023.
NUMBER OF MEETINGS AND ATTENDANCE:
The Company sends notice of meetings of the Board well in advance so as to allow the
Directors to block their calendars. There were Seven meetings of the board viz. 26th
May, 2022, 9thAugust, 2022, 30th August 2022, 1st
November 2022, 4th November, 2022, 29th December 2022 and 1st
February 2023 held during the year, details which is required pursuant to Section
134(3)(b) of the Companies Act, 2013 are given as under:
Name of director |
No. of Board meetings attended |
Whether attended AGM |
| Mr. Nirav K. Shah |
7 |
Y |
| Mr. Fenil R. Shah |
7 |
Y |
| Mr. Premal R. Joshi |
6 |
Y |
| Mrs. Toshi B. Mehta |
7 |
Y |
15. COMPOSITION OF COMMITTEES AND ATTENDANCE:
A. AUDIT COMMITTEE:
Pursuant to provision of Section 177 of the Companies act 2013, during the year under
review, five meetings were held on 26th May,2022, 09th August,2022,4th
November, 2022, 29th December 2022 and 1st February,2023. The
attendance record of the members at the meeting was as follows:
Name of Member |
Designation |
Attendance |
| Mr. Fenil R. Shah |
Chairman |
5 |
| Mr. Nirav K. Shah |
Member |
5 |
| Mr. Premal R. Joshi |
Member |
4 |
B. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to provision of Section 178 (1) of the Companies act 2013, during the year
under review, meetingwas held on1st November, 2022. The attendance record of
the members at the meeting was as follows:
Name of Member |
Designation |
Attendance |
| Mr. Fenil R. Shah |
Chairman |
1 |
| Mr. Nirav K. Shah |
Member |
1 |
| Mr. Premal R. Joshi |
Member |
1 |
C. STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to provision of Section 178(5) of the Companies act 2013, during the year
under review, five meetings were held on26th May,2022, 09th
August,2022, 04th November,2022, 1st February,2023. The attendance
record of the members at the meeting was as follows:
Name of Member |
Designation |
Attendance |
| Mr. Fenil R. Shah |
Chairman |
4 |
| Mr. Nirav K. Shah |
Member |
4 |
| Mr. Premal R. Joshi |
Member |
3 |
D. MEETING OF INDEPENDENT DIRECTORS:
The meeting of Independent Directors' of the Company was held on 14th March,
2023 wherein Mr. Fenil R. Shah and Mr. Premal R. Joshi both participated.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in
relation to financial statements for the year 2022-23, the Board of Directors state that:
(a) In the preparation of Annual Accounts for the period ended31st March,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures.
(b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the Profit/Loss of the Company for the year ended 31st March, 2023.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) The Directors had prepared the annual accounts for the financial year ended 31st
March, 2023 on a going concern basis.
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
17. DECLARATION AS TO INDEPENDENT DIRECTORS PURSUANT TO PROVISIONS OF SECTION 134(3)(d)
READ
WITH SECTION 149(6) OF THE COMPANIES ACT 2013:
All the Independent Directors of the Company are neither Managing Director, nor a Whole
Time Director nor a Manager or a Nominee Director.
(a) All the Independent Directors in the opinion of the Board are persons of integrity
and possesses relevant expertise and experience.
(b) (i) Independent Directors are or were not a Promoter of the Company or its Holding
or subsidiary or associate company.
(ii)Independent Directors are or were not related to promoters or directors in the
company, its holding, subsidiary or associate company.
(c) Independent Directors have or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their promoters or directors, during the two
immediately preceding financial years or during the current financial year.
(d) None of whose relatives has or had pecuniary relationship or transaction with the
company, its holding, subsidiary, or associate company, or their promoters, or directors,
amounting to 2% or more of its gross turnover or total income or Rs. 50 Lakhs or such
higher amount as may be prescribed, whichever is lower, during the two immediately
preceding financial years or during the current financial year,
(e) That Independent Directors, neither himself, nor any of his relatives, i. holds or
has held the position of a Key Managerial Personnel or is or has been employee of the
company or its holding, subsidiary or associate company in any of three financial years
immediately preceding the financial year in which he is proposed to be appointed.
ii. is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial years in which he is proposed to be
appointed, of (A) a firm of auditors or company secretaries in practice or cost auditors
of the company or its holding, subsidiary or associate company; or (B) any legal or a
consulting firm that has or had any transaction with the company, its holding, subsidiary
or Associate company amounting to 10% or more of the gross turnover of such firm; iii.
holds together with his relatives less than 2% or more of the total voting power of the
company; or
iv. is a Chief Executive or director, by whatever name called, or any non-profit
organization that receives 25% or more of its receipts from the Company, any of its
promoters, directors or its holding, subsidiary or associate company or that holds 2% or
more of the total voting power of the company; or
(f) Independent Directors possesses such other qualifications as may be prescribed.
18. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023:
The particulars of ratio of remuneration of each director to median remuneration of the
employees of the Company for the financial year under report, percentage increase in
remuneration to each Director and KMP, etc. more particularly described under Section
197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are given as under:
Name of Director and KMP |
Designation |
Performance of the Company |
Mr. Nirav K Shah |
Managing Director |
The Company was able to achieve |
| Ms. Toshi Mehta |
Non-executive Director |
Rs. 81.10 Lakhs as total income |
|
|
during the year as compared to Rs. |
| Mr. Fenil R Shah |
Independent Director |
85.40 Lakhs in Previous Year. |
|
|
During the year under review, the |
| Mr. Premal R Joshi |
Independent Director |
Company has earned net profit of |
|
|
Rs. 36.16 Lakhs as compared to |
Mr. Vaibhav Jardosh |
Chief Financial Officer |
29.32 Lakhs during the Previous Year. |
| Ms. Kruti Shah |
Company Secretary |
|
i. The ratio of the remuneration of each director& KMP to the median
remuneration of the employees of the company:
Total Remuneration: Rs. 9,03,183 Remuneration to Managing Director: NIL
Remuneration to Company Secretary: Rs. 1,43,750 Remuneration to Chief Financial
Officer: Rs. 3,18,000 Remuneration to other Employee: Rs. 4,20,433 Sitting Fees paid to
other Director: Rs. 21,000
The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: NIL
ii. The Percentage (%) increase in the median remuneration of employees: NIL iii.
Number of permanent Employees on the rolls of Company : 3 iv. Relationship
between average increase in remuneration and company performance: NA
v. Comparison of the remuneration of the Key Managerial Personnel against the
performance of the company: The remuneration of KMP is given in point (I).
vi. As the Market Price is increased to Rs. 18.96 per Share on 31st day
of March, 2023 and hence the Market Capitalization of the company is increased to Rs.
5,68,80,000.
Price Earnings Ratio:
As on |
Market Value |
Earnings Per |
P/E Ratio |
| per Shares (P) |
Share (E) |
|
| 31st of March, 2023 |
Rs. 18.96 |
1.21 |
15.67 |
| 31st of March, 2022 |
Rs. 56.10 |
0.98 |
57.24 |
vii. Average percentile increase made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: NOT
APPLICABLE
viii. The key parameters for any variable component of remuneration availed by the
directors: Directors are paid sitting fees only. Components for the Sitting fees are
variable. Sitting fee depends upon one's attendance of the meeting. The Key parameters
therefore are as envisaged under the Companies Act.
ix. The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of the highest paid
director during the year: No employee is receiving remuneration in excess or higher than
the remuneration of Director or Key Managerial Personnel.
x. Affirmation that the remuneration is as per the remuneration policy of the
company. All remuneration of the Employees and directors are decided by Nomination &
Remuneration Committee and by the Board of Directors within the organization.
19. FORMAL ANNUAL EVALUATION PROCESS BY BOARD PURSUANT TO SECTION 134(3)(p):
The Company has in place a formal mechanism for evaluating its performance as well as
that of its Committees and individual Directors, including the Chairman of the Board. The
Board after taking into consideration the criteria of evaluation laid down by the
Nomination and Remuneration Committee in its policy such as Board Composition, level of
involvement, performance of duties, attendance etc. had evaluated its own performance, the
performance of its committees and Independent Directors (excluding the Director being
evaluated) and that of the Chairman and the Non-Independent Directors was carried out by
the Independent Directors in their separate meeting held.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
20. RISK MANAGEMENT:
The Company was already having risk management system to identify, evaluate and
minimize the Business risks. The Company during the year had formalized the same by
formulating and adopting Risk Management Policy. This policy intends to identify,
evaluate, monitor and minimize the identifiable risks in the Organization.
21. COMMISSION:
None of the Directors are receiving Commission from the company.
22. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large. However, details of transactions with related parties
are given in 26(8) of Accounting Policies by Auditors.
23. CORPORATE SOCIAL RESPONSIBILITY:
As Company does not come under the ambit of Section 135 of the Companies Act, 2013 and
Rules of Companies (Corporate Social Responsibility policy), 2014, Company has not formed
Corporate Social
Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding
disclosure of contents of Corporate Social Responsibility Policy is not applicable to the
Company.
24. PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed
that none of the employees of the Company was in receipt of remuneration of Rs. 5 Lakhs
per month or Rs. 60 Lakhs per annum during the year under review.
25. MAINTENANCE OF COST RECORDS:
The Company falls within the limits specified in Section 148 of the Companies Act and
Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 identifying the Companies who
are required to keep Cost Records, undergo a Cost Audit, and submit a Cost Audit Report.
Hence the provisions with respect to maintenance and submission of Cost Records and Cost
Audit are not applicable to the Company.
26. DEPOSITS:
During the year, the Company has not accepted any deposits from the public and there
are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules,
2014.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investments made and loans advanced by the company have been given in the
Financial Statement. The Company has not given any Guarantee pursuant to the provision of
Section 186 of the Companies Act, 2013.
28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of Companies Act, 2013, the Board has approved whistle
blower policy/vigil mechanism to enable directors and employees to report to the
Management their concerns about unethical behavior, actual or suspected fraud or violation
of Company's code of conduct or ethics policy.
This mechanism provides safeguards against victimization of directors/employees who
avail of the mechanism and provides for direct access to the Chairman of the Audit
Committee in exceptional cases. The policy/vigil mechanism has been appropriately
communicated to the employees within the organization and has been put on the Company's
website www.jayatmaenterprises.com.
29. SAFETY, HEALTH AND ENVIROMENT:
(a) Safety: The Company encourages a high level of awareness of safety issues among its
employees and strives for continuous improvement. All incidents are analyzed in the safety
committee meetings and corrective actions are taken immediately. Employees are trained in
safe practices to be followed at work place.
(b) Health: Your Company attaches utmost importance to the health of its employees.
Periodic checkup of employees is done to monitor their health. Health related issues if
any are discussed with visiting Medical Officer.
(c) Environment: Company always strives hard to give importance to environmental issues
in normal course of operations. Adherence to Environmental and pollution control Norms as
per Gujarat Pollution Control guidelines is of high concern to the Company.
30. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. All Directors and the designated
employees have confirmed compliance with the Code.
31. INDEPENDENT DIRECTORS' MEETING:
In compliance with Section 149(8) of the Companies Act, 2013 read with Schedule IV of
the Act and As per SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors met on 14thMarch 2023, inter alia, to discuss:
a) The performance of Non-Independent Directors and the Board of Directors; b) The
performance of the Chairperson of the Company, c) Assess the quality, quantity and
timeliness of flow of information between the management of the Company and the Board of
Directors that is necessary for the Board of Directors to effectively and reasonably
perform their duties.
All the Independent Directors were present at the meeting.
32. LISTING:
The Equity shares of the company are listed on BSE Limited and Company has paid Annual
Listing Fees up to the Year 2022-23.
33. DISCLOSURE OF SEXUAL HARASSMENT:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Re-dressal) Act, 2013, entire staff in the Company is working in a most
congenial manner and there are no occurrences of any incidents of sexual harassment during
the year.
34. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Since there was no manufacturing activity during the year, the statement of particulars
with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning
and Outgo pursuant Section 134(3)(m) of the Companies Act, 2013 read with Rule 3 of the
Company (Account) Rule 2014, are not applicable.
35. ACKNOWLEDGMENTS:
Your Directors are pleased to place on record their sincere gratitude to the
Government, Financial Institutions, Bankers and Business constituents for their continued
and valuable co-operation and support to the company. They also take this opportunity to
express their deep appreciation for the devoted and sincere services rendered by the
employees at all level of the operation of the company during the year.
|